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Deed of Trust (Non-Construction) & Assignment of Rents - ATG Inc., First Bancorp. and Sanwa Bank California

Construction Forms


RECORDING REQUESTED BY,
AND WHEN RECORDED, MAIL TO:


SANWA BANK CALIFORNIA
OAKLAND MAIN OFFICE
2127 BROADWAY
OAKLAND, CA 94612

ATTN:  CRAIG C. FENDEL, VP/MGR.


            DEED OF TRUST (NON-CONSTRUCTION) & ASSIGNMENT OF RENTS

THIS DEED OF TRUST (the "Deed of Trust") is made this 18th day of September,
1997, by and between ATG INC, (the "TRUSTOR") whose address is 4737 Fremont
Boulevard, Fremont, CA 94538, FIRST BANCORP, a California corporation (the
"TRUSTEE") and SANWA BANK CALIFORNIA, a California corporation (the
"BENEFICIARY").

                                   WTNESSETH

THAT THE TRUSTOR IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO THE TRUSTEE, its
successors and assigns, IN TRUST, WITH POWER OF SALE:

All that property now or hereafter acquired in Alameda County, State of
California, described in the attached Exhibit "A" (herein referred to as the
"Property"):

TOGETHER WITH, and including, without limitation: all of the buildings and
improvements now or hereafter erected on the Property; all of the easements,
rights, rights-of-way, privileges, franchises and appurtenances now or
hereafter belonging to, or in any way appertaining, or in any way being a means
of access,to said Property; all rents, issues, profits, royalties, revenue,
income and other benefits of or arising from the use or enjoyment of all or any
portion of the Property or buildings and improvements now or hereafter erected
thereon (subject however to the right, reserved to the TRUSTOR, to collect,
receive and retain such rents issues, profits, royalties, revenue, income and
other benefits prior to any default hereunder or under the note referenced below
or other evidence of debt secured hereby); all gas, oil, water and mineral
rights, profits and stock now or hereafter derived from, appurtenant to, or
pertaining to the Property (and any and all shares of stock evidencing the
same); all crops now or hereafter grown on the Property; and all equipment,
machinery, appliances and fixtures (including replacements and additions
thereto) now or hereafter erected thereon; and

All of the foregoing shall be deemed to be and shall remain a part of the
Property encumbered by this Deed of Trust, and all of the foregoing, together
with the Property, are hereinafter referred to as the "Premises";

FOR THE PURPOSE OF SECURING, in such order of priority as the BENEFICIARY, in
its absolute discretion, may determine:

1. Payment of all obligations and indebtedness pursuant to the following: The
Term Loan facility in the amount of $400,000.00 contained in that certain Term
Loan Agreement dated September 18, 1997 between the TRUSTOR and the BENEFICIARY
(herein referred to as the "Obligation"), and any and all amendments
modifications, extensions or renewals of the Obligation (whether evidenced by
the Obligation or otherwise); together with the payment of interest on such
indebtedness and the payment of all other sums (with interest as therein
provided) according to the terms of the Obligation (and any and all amendments
modifications, extensions, or renewals thereof);

2. Payment of all other sums, with interest as herein provided, becoming due or
payable, under the provisions of this Deed of Trust, to the TRUSTEE or the
BENEFICIARY;

3. Due, prompt and complete observance, performance and discharge of each and
every condition, obligation, covenant and agreement contained in this Deed of
Trust, the Obligation and any document or instrument modifying or amending this
Deed of Trust or the Obligation or otherwise evidencing, securing or pertaining
to the indebtedness evidenced by the Obligation;

4. Payment of such additional sums (with interest thereon) as may hereafter be
borrowed from the BENEFICIARY, or its successors or assigns, by the TRUSTOR or
the then record owner of the Premises and evidenced by one or more instruments
(other than the Obligation) which are by their terms secured by this Deed of
Trust.

TO PROTECT AND MAINTAIN THE SECURITY OF THIS DEED OF TRUST, THE TRUSTOR AGREES:

1. Payment or Obligations When Due. The TRUSTOR shall promptly pay, when due and
in lawful money of the United States of America which shall be legal tender for
public and private debts at the time of payment, each and every indebtedness and
obligation for which this Deed of Trust has been given as security a provided
hereinabove; and the TRUSTOR shall promptly perform, observe and discharge each
and every condition, obligation, covenant and agreement for which this Deed of
Trust has been given as security as provided herein.

2. Maintenance of Premises. The TRUSTOR shall maintain and keep the Premises in
good condition and repair and shall not commit or permit waste of the whole or
part of any item consisting of a part of the Premises. The TRUSTOR shall not
alter, remove or demolish any buildings, improvements, machinery, equipment
appliances or fixtures now or hereafter on the Property without the prior
written consent of the BENEFICIARY.

The TRUSTOR shall promptly repair, replace or restore (in good, workmanlike
manner and in compliance with all laws, ordinances, governmental rules and
<PAGE>
 
regulations, easements, agreements, covenants, conditions and restrictions
affecting the Premises) all buildings, improvements, machinery, equipment,
appliances and fixtures now or hereafter on the Property, in the event of damage
to or destruction of such buildings, improvements, machinery, equipment,
appliances and fixtures.

The TRUSTOR shall not commit, suffer or permit any act upon the Premises in
violation of law, ordinance, governmental rules and regulations, easements,
agreements, covenants, conditions and restrictions affecting the Premises or use
of the Premises.

The TRUSTOR shall cultivate, irrigate, fertilize, fumigate, spray, prune and do
any other acts which from the character or use of the Property may be reasonably
necessary.

In the performance of all acts required of the TRUSTOR under the above
paragraphs describing maintenance of the Premises, the TRUSTOR shall promptly
pay when due all expenses incurred therefor and shall promptly pay, discharge or
otherwise release all claims for labor performed and materials furnished
therefor,

3. Environmental Compliance.

   A.     Definitions. For purposes of this section, the following terms are
          defined as follows:

          (i)   "Environmental Claims" shall mean all claims, however asserted,
          by any governmental authority or other person alleging potential
          liability or responsibility for violation of any Environmental Law or
          for release or injury to the environment or threat to public health,
          personal injury (including sickness, disease or death), property
          damage, natural resources damage, or otherwise alleging liability or
          responsibility for damages (punitive or otherwise), cleanup, removal,
          remedial or response costs, restitution, civil or criminal penalties,
          injunctive relief, or other type of relief, resulting from or based
          upon (i) the presence, placement, discharge, emission or release
          (including intentional and unintentional, negligent and non-negligent,
          sudden or non-sudden, accidental or non-accidental placement, spills,
          leaks, discharges, emissions or releases) of any Hazardous Materials
          at, in or from the Property, or (ii) any other circumstances forming
          the basis of any violation, or alleged violation, of any Environmental
          Law.

          (ii)  "Environmental Laws" shall mean all federal, state or local
          laws, statutes, common law duties, rules, regulations, ordinances and
          codes, together with all administrative orders, directed duties,
          requests, licenses, authorizations and permits of, and agreements
          with, any governmental authorities, in each case relating to
          environmental, health, safety and land use matters; including the
          Comprehensive Environmental Response, Compensation and Liability Act
          of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution
          Control Act of 1972, the Solid Waste Disposal Act, the Federal
          Resource Conservation and Recovery Act, the Toxic Substances Control
          Act, the Emergency Planning and Community Right-to-Know Act, the
          California Hazardous Waste Control Law, the California Solid Waste
          Management, Resource, Recovery and Recycling Act, the California Water
          Code and the California Health and Safety- Code.

          (iii) "Hazardous Materials" shall mean all those substances which are
          regulated by, or which may form the basis of liability under any
          Environmental Law, including all substances identified under any
          Environmental Law as a pollutant, contaminant, hazardous waste,
          hazardous constituent, special waste, hazardous substance, hazardous
          material, or toxic substance, or petroleum or petroleum derived
          substance or waste.

   B.     Environmental Representations and Warranties. The TRUSTOR hereby
   represents and warrants that the operations and activities of the TRUSTOR on
   or at the Premises comply, and during the term of this Deed of Trust will at
   all times comply, in all respects with all Environmental Laws; the TRUSTOR
   has obtained licenses, permits, authorizations and registrations required
   under any Environmental Law ("Environmental Permits") and necessary for its
   ordinary operations on or at the Premises, all such Environmental Permits are
   in good standing, and the TRUSTOR is in compliance with all material terms
   and conditions of such Environmental Permits: neither the TRUSTOR nor the
   Property or operations are subject to any outstanding written order from or
   agreement with any governmental authority nor subject to any judicial or
   docketed administrative proceeding, respecting any Environmental Law.
   Environmental Claim or Hazardous Material; there are no Hazardous Materials
   or other conditions or circumstances existing, or arising from operations
   prior to the date of this Deed of Trust, with respect to the Property that
   would reasonably be expected to give rise to Environmental Claims. In
   addition, (i) the TRUSTOR does not have or maintain on the Premises any
   underground storage tanks which are not properly registered or permitted
   under applicable Environmental Laws or which are leaking or disposing of
   Hazardous Materials off-site, and (ii) the TRUSTOR has notified all of its
   employees of the existence, if any, of any health hazard arising from the
   conditions of their employment on or at the Premises and has met all
   notification requirements under Title III of CERCLA and all other
   Environmental Laws.

   C.     Environmental Compliance. The TRUSTOR shall.

          (i)   Conduct its operations on or at the Premises and keep and
   maintain the Property in compliance with all Environmental Laws.

          (ii)  Give prompt written notice to the BENEFICIARY, but in no event
     later than 10 days after becoming aware, of the following; (a) any
     enforcement, cleanup, removal or other governmental or regulatory actions
     instituted, completed or threatened against the TRUSTOR or any of its
     affiliates or the Property pursuant to any applicable Environmental Laws,
     (b) all other Environmental Claims in connection with the Property, and
     (c) any environmental or similar condition on any real property adjoining
     or in the vicinity of the Property that could reasonably be anticipated to
     cause such the Property or any part thereof to be subject to any
     restrictions on the ownership, occupancy, transferability or use of the
     Property under any Environmental Laws.

          (iii) Upon the written request of the BENEFICIARY, the TRUSTOR shall
     submit to the BENEFICIARY, at the TRUSTOR'S sole cost and expense, at
     reasonable intervals, a report providing an update of the status of any
     environmental, health or safety compliance, hazard or liability issue
     identified in any notice required pursuant to this Section.

          (iv)  At all times indemnify and hold harmless the BENEFICIARY from
     and against any and all liability arising out of any Environmental Claims.

4. Insurance. The TRUSTOR shall provide, maintain and keep policies of insurance
(with companies and in form, content, policy limits and terms satisfactory to
the BENEFICIARY, with loss payable to the BENEFICIARY) insuring the Premises
against fire (with an extended coverage endorsement), public liability, loss of
rents or business interruption, flood damage (if the Property is located in a
flood hazard area and if such insurance is available) and such other hazards and
coverages, including earthquake, as the BENEFICIARY from time to time may
reasonably require.

The TRUSTOR shall promptly pay when due all premiums for such insurance, shall
deliver copies of all such insurance policies, renewals of such policies and
premium receipts therefor to the BENEFICIARY, and shall do all things necessary
to obtain prompt settlement or disposition of any claim or loss covered under
such policies.

All such policies shall name the BENEFICIARY as an additional insured and shall
include such endorsements as the BENEFICIARY shall deem necessary to protect its
interest in the Premises. All such policies shall not be cancelable nor subject
to substantial change without at least thirty (30) days' prior written notice
to, and approval by, the BENEFICIARY, and the BENEFICIARY shall receive at least
thirty (30) days' prior written notice of the termination of any such policy.

Without waiving or curing any default in the performance of any obligation under
this Deed of Trust and/or without waiving notice of any such default, the
BENEFICIARY may in its absolute discretion apply the proceeds of such insurance
upon any indebtedness or obligation secured under this Deed of Trust; and/or, in
such order, in such manner and according to such terms and conditions as the
BENEFICIARY may determine, release all or portions of such proceeds
<PAGE>
 
to the TRUSTOR for the repair replacement, or restoration of the Premises.

5. Payment of Taxes and Assessments. The TRUSTOR shall pay and discharge, at
least ten (10) days prior to delinquency; all taxes, assessments and charges
every kind and nature (including real personal property taxes); all general and
special assessments, including common area maintenance assessments and
assessments on appurtenant water stock; all levies and all permit, inspection
and license fees; all water and sewer rents, connection fees and charges and all
other public and private charges whether of a like or different nature) imposed
upon or assessed against the TRUSTOR or the Premises, or any plan thereof or
upon the revenues, rents, issues, income, or profits thereof or upon the
inventory of goods maintained or stored thereon or therein. The TRUSTOR shall,
within ten (10) days following such payment or discharge and upon the request of
the BENEFICIARY, provide the BENEFICIARY with receipts therefor.

Notwithstanding the foregoing, the TRUSTOR shall have the right to contest the
validity or amount of any such tax, assessment or charge; provided that the
validity or amount thereof is contested diligently and in good faith and
provided further that the TRUSTOR shall protect the Premises against any lien
arising out of any such tax, assessment or charge, or out of any such contest
thereof by obtaining a bond, in form, substance, amount, and issued by a surety,
satisfactory to the BENEFICIARY.

6. Litigation. The TRUSTOR shall appear in and defend any action or proceeding
purporting to affect the security of this Deed of Trust and/or the rights and
powers of the BENEFICIARY and/or the TRUSTEE hereunder, and the TRUSTOR shall
pay all costs and expenses (including costs of evidence of title and attorneys'
fees) in any action or proceeding in which the BENEFICIARY or the TRUSTEE may so
appear and/or in any suit brought by the BENEFICIARY foreclose this Deed of
Trust, to enforce any obligation secured by this Deed of Trust and/or prevent
the breach thereof.

7. Performance of Obligations by Beneficiary or Trustee. Should the TRUSTOR fail
to make any payment, perform any obligation or do any act set forth in secured
by this Deed of Trust, the BENEFICIARY or the TRUSTEE (at the request of the
BENEFICIARY), without obligation to do so, without notice to demand upon the
TRUSTOR and without releasing the TRUSTOR from making such future payments,
performing such future obligations or doing such future acts may make such
payment, perform such obligation or do such act in such manner and to such
extent as the BENEFICIARY or the TRUSTEE may deem necessary to protect the
security of this Deed of Trust. For any and all such purposes, the BENEFICIARY
and/or the TRUSTEE are authorized to enter upon the Premises, and if the
Premises consists of agricultural property, the BENEFICIARY and/or the TRUSTEE
are authorized to prepare for harvest, harvest, remove, and sell all crops that
may be growing upon the Premises and apply the proceeds thereof to the
indebtedness secured by this Deed of Trust.

Without limiting the foregoing, the BENEFICIARY or the TRUSTEE may pay,
purchase, contest or compromise any encumbrance, charge or lien which, in the
sole judgment of the BENEFICIARY or the TRUSTEE, appears to be prior or superior
to this Deed of Trust. In exercising any such power, the BENEFICIARY the TRUSTEE
may pay all necessary expenses incurred therefor and employ legal counsel and
pay its fees.

The TRUSTOR agrees to and shall pay, immediately without demand, all sums so
expended by the BENEFICIARY or the TRUSTEE, with interest, from the date of
expenditure, at a rate which is three percent (3%) per annum in excess of the
rate otherwise payable on such date according to the terms of the Obligation.

8. Condemnation. Any award of damages or other form of compensation awarded in
connection with any condemnation for public use of, or injury to the Property
and/or the buildings and improvements now or hereafter erected thereon (or any
plan thereof) are hereby assigned and shall be paid directly to the BENEFICIARY,
to be used, held, paid, applied or released in the absolute discretion of the
BENEFICIARY and without regard to the adequacy of its security, in the same
manner and with the same effect as provided herein for the disposition of
insurance proceeds. In this regard, the TRUSTOR hereby waives the benefit any
statute, rule or law which may be contrary thereto, and the TRUSTOR hereby
agrees to execute such further assignments therefor as the BENEFICIARY require.

9. Acceptance of Late and Partial Payments. The acceptance by the BENEFICIARY of
the payment of any sum secured by this Deed of Trust after its due date shall
not constitute a waiver of the right to require prompt payment when due of all
other and future sums so secured, or to declare a default as herein provided if
any failure to so pay, or to proceed with foreclosure or sale for any other
default then existing. The acceptance by the BENEFICIARY of the payment of a
portion of any sum secured by this Deed of Trust at such time that such sum in
its entirety is due and payable shall neither cure nor excuse the default caused
by failure pay the whole of such installment or affect any notice of default
recorded prior to such acceptance, unless such notice of default is expressly
revoked in writing by the BENEFICIARY. Such acceptance shall not constitute a
waiver of the BENEFICIARY's rights to require full payment when due of all other
and future sums secured.

10). General Rights of the Beneficiary and the Trustee. At any time or from time
to time, without liability therefor, without notice and without affecting the
liability of any person (including the TRUSTOR) for the payment of any
indebtedness, or the performance of any obligation secured by this Deed of Trust
or the lien of this Deed of Trust on the Premises or any portion thereof:

      A. The BENEFICIARY may; (i) release any person liable for the payment of
      any such indebtedness or for the performance of any such obligation; (ii)
      extend the time or otherwise alter the terms of payment of any such
      indebtedness; (iii) accept additional security therefor of any kind,
      including deeds of trust and mortgages; and/or (iv) alter, substitute
      and/or release any portion of the Premises securing such indebtedness;

      B. The TRUSTEE may: (i) upon the written consent of the BENEFICIARY,
      consent to the making of any map or plot of the Property; (ii) join in
      granting any easements or creating any restrictions on the Property and/or
      (iii) join in any extension agreement or any agreement subordinating the
      lien or charge on this Deed of Trust.

11. Reconveyance of this Deed of Trust. Upon written request of the BENEFICIARY
stating that all indebtedness secured by this Deed of Trust has been paid upon
surrender of this Deed of Trust and all instruments or documents evidencing such
indebtedness to the TRUSTEE for cancellation and retention and upon payment to
the TRUSTEE of its fees, costs and expenses, incurred or to be incurred thereby,
the TRUSTEE shall reconvey, without warranty, the Premises then he hereunder The
recitals in such reconveyance of any matters or facts shall be conclusive proof
of the truthfulness thereof. The grantee in such reconveyance may be described
as the person or persons legally entitled thereto".

12. Assignment of Rents. The TRUSTOR absolutely and unconditionally hereby
assigns, transfers, conveys, and sets over to the BENEFICIARY all of the rents,
royalties, issues, profits, revenue, income, and other benefits of the Premises
arising from the use or enjoyment of all or any portion thereof or from any
lease agreement pertaining thereto (hereinafter collectively referred to as the
"Rents"); reserving to the TRUSTOR only the right, prior to any default by the
TRUSTOR hereunder, to collect, receive and retain the Rents as they become due
and payable but not otherwise. The TRUSTOR shall, at the request of the
BENEFICIARY, execute such further assignments to the BENEFICIARY of any or all
such leases, agreements and Rents as the BENEFICIARY may require.

Upon any such default by the TRUSTOR hereunder, the BENEFICIARY may, at any time
and without notice (either in person, by agent or representative, or by receiver
appointed by a court) and without regard to the adequacy of any security for the
indebtedness and/or obligations secured by this Deed of Trust: enter upon and
take possession of the Premises or any part thereof, in its own name or in the
name of the TRUSTOR; sue for or otherwise collect the Rents (including past due
and unpaid) and apply such Rents (less costs and expenses of operation and
collection, including attorneys' fees and expenses) to the payment of such
indebtedness secured under this Deed of Trust in such order and proportions as
the BENEFICIARY in its absolute discretion may determine. The entering upon and
taking possession of the Premises and the collection and application of the
Rents shall not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.
<PAGE>
 
13. Sale by Trustee of the Premises. Upon a default in the payment of any
indebtedness, or the performance of any obligation, secured by this Deed of
Trust, or in the event that any representation, covenant or warranty contained
in this Deed of Trust or in any other document evidencing or securing the loan
for which any such indebtedness is evidenced shall be or become untrue, the
BENEFICIARY may (without notice to or demand upon the TRUSTOR): declare all
indebtedness secured by this Deed of Trust immediately due and payable; and/or
execute and record (or cause the TRUSTEE to execute and record) a notice of
default and election to cause the Premises to be sold to satisfy the
indebtedness and obligations secured hereby; and/or commence an action to
foreclose this Deed of Trust and/or take any other action permitted by law to
enforce its rights and remedies hereunder as it may deem to be appropriate. Upon
the recordation of such notice of default, the BENEFICIARY shall deposit this
Deed of Trust and all notes and documents evidencing such indebtedness and/or
such obligations with the TRUSTEE.

After the lapse of such time as may then be required by law following the
recordation of the notice of default, and after the notice of the sale of the
Premises have been given by the TRUSTEE as then required by law, the TRUSTEE
(without demand on the TRUSTOR) shall sell the Premises at the time and place
fixed in such notice of sale, either as a whole or in separate parcels, and in
such order as the TRUSTEE may determine, at public auction to the highest bidder
for cash in lawful money of the United States of America, payable at the time of
sale. The TRUSTEE may postpone the sale of all or any portion of the Premises by
public announcement at such time and place of sale and from time to time
thereafter may postpone such sale by public announcement at the time and place
fixed by the preceding postponement.

The TRUSTEE shall deliver to the purchaser a deed conveying the Premises (or
such portion thereof) so sold, but without any covenant or warranty, express or
implied. The recitals in such deed of any matters or facts shall be conclusive
proof of the truthfulness thereof.

Any person, including the TRUSTOR, the TRUSTEE, or the BENEFICIARY, may purchase
at such sale.

Upon such sale by the TRUSTEE, and after deducting all costs, expenses, and fees
of the TRUSTEE and of this Trust (including the cost of evidence of title in
connection with the sale), the TRUSTEE shall apply the proceeds from the sale to
the payment of the indebtedness and obligations secured by this Deed of Trust
whether evidenced by the Obligation or otherwise; sums representing advances
made or expenditures made and incurred by, and not then repaid to, the
BENEFICIARY or the TRUSTEE under this Deed of Trust or under any document
evidencing or securing any indebtedness secured hereby, together with accrued
interest thereon at the rate specified in the section of this Deed of Trust
entitled "Performance of Obligations by Beneficiary or Trustee"; all other sums
then secured by this Deed of Trust, together with interest as provided in any
document pertaining thereto; and the remainder, if any, to the person or persons
legally entitled thereto.

If this Deed of Trust or the Obligation secured hereby provides for any charge
for prepayment of any indebtedness secured hereby, the TRUSTOR agrees to pay
said charge if any of such indebtedness shall be paid prior to the normal due
date thereof stated in such Obligation or in this Deed of Trust this result
shall obtain even if and notwithstanding the TRUSTOR shall have defaulted in the
payment thereof or in the performance of any obligation hereunder, and the
BENEFICIARY by reason of such default, shall have declared all indebtedness
secured hereby immediately due and payable.

14. Acceleration of Indebtedness Upon Sale of the Premises. In the event the
TRUSTOR, or any successor in interest to the TRUSTOR in the Premises secured by
this Deed of Trust, sells, conveys, alienates, assigns, transfers, or disposes
of the Premises, or any part thereof or any interest therein, or becomes
divested of its title or any interest therein in any manner or way, or enters
into a master lease covering all or any portion thereof or an undivided interest
therein, whether voluntary, involuntary, or otherwise, or enters into an
agreement to do so, without the prior written consent of the BENEFICIARY, then
the BENEFICIARY may at its election, declare the Obligation and such other
indebtedness and obligations secured by this Deed of Trust, irrespective of the
maturity date specified in the Obligation or in any written agreement pertaining
to the Obligation and/or such other indebtedness and obligations, immediately
due and payable without notice. No Waiver of this right shall be effective
unless in writing. Consent by the BENEFICIARY to one such transaction shall not
constitute or be deemed to be a waiver of the rights of the BENEFICIARY provided
herein, or a waiver of the requirement of the prior written consent of the
BENEFICIARY, as to future or succeeding transactions.

15. Acceleration of Indebtedness Upon Change in Ownership, Control, or
Membership of the Trustor. If the TRUSTOR is a corporation, trust, limited or
general partnership, or joint venture, and there shall occur a sale, conveyance,
transfer, disposition or encumbrance (whether voluntary or involuntary, or
otherwise), or should an agreement be entered into to do so, with respect to
more than ten percent (10%) of the issued and outstanding capital stock of the
TRUSTOR (if a corporation), of the beneficial interest of the TRUSTOR (if a
trust), or of any general or limited partnership or joint venture interest (if
the TRUSTOR is a general or limited partnership or joint venture), or if there
shall occur a change in any general partner or any joint venturer, or a change
affecting the ownership, control, or membership of the TRUSTOR (if the TRUSTOR
is a general or limited partnership or a joint venture), then the BENEFICIARY
may, at it, election, declare the Obligation and such other indebtedness and
obligations secured by this Deed of Trust, irrespective of the maturity date
specified in the Obligation or in any written agreement pertaining to the
Obligation and/or such other indebtedness and obligations, immediately due and
payable, without notice, unless the BENEFICIARY shall have given its prior
written consent thereto. Consent to one such transaction shall not constitute or
be deemed to be a waiver of the right to require such consent as to future or
succeeding transactions.

16. Acceleration of Indebtedness Upon an Event of Bankruptcy or Insolvency. The
TRUSTOR agrees that the BENEFICIARY may, at its election, declare the Obligation
and such other indebtedness and obligations secured by this Deed of Trust,
irrespective of the maturity date specified in the Obligation or in any written
agreement pertaining to the Obligation and/or such other indebtedness and
obligations, immediately due and payable, without notice: if any proceeding
under the Bankruptcy Code, or under any present or future federal, state or
other statute, law or regulation pertaining to bankruptcy, insolvency or other
relief for debtors shall be instituted by or against the TRUSTOR or any other
person who may be liable (by way of guaranty, assumption, endorsement or
otherwise) upon the Obligation and/or such other indebtedness and obligations
secured hereby; and/or if a receiver, trustee or custodian shall be appointed
for the TRUSTOR or such other person shall make an assignment for the benefit of
creditors and if such proceeding or receiver, trustee or custodian shall not be
dismissed, or such assignment shall not be voided, within sixty (60) days of
such institution, appointment or making.

17. Successor Trustees. The BENEFICIARY, acting alone, may, from time to time,
by instrument in writing, substitute a successor or successors to any Trustee
named herein or acting hereunder, Such instrument, executed, acknowledged and
recorded in the manner required by law, shall be conclusive proof of proper
substitution of such successor Trustee or Trustees, who shall (without
conveyance from the preceding Trustee) succeed to all of the tide, estate,
rights, powers and duties of such preceding Trustee, Such instrument must
contain the name of the original Trustor, Trustee and Beneficiary hereunder, the
book and page where this Deed of Trust is recorded and the name and address of
the new Trustee. If a notice of default has been recorded, this power of
substitution cannot be exercised until after the costs, fees, and expenses of
the then acting Trustee have been paid to such Trustee, who shall endorse
receipt thereof upon such instrument of substitution.

18. Cumulative Remedies; Additional Security. No remedy herein conferred upon or
reserved to the parties to this Deed of Trust is intended to be exclusive of any
other remedy provided herein or by law. Each such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. No delay or omission of the TRUSTEE
or the BENEFICIARY in the exercising of any right or power accruing upon any
event of default hereunder shall impair such right or power or any other right
or power, nor shall such delay or omission be construed or deemed to be a waiver
of any default or any acquiescence therein.

If there exists additional security for the indebtedness and obligations secured
by this Deed of Trust, the BENEFICIARY, at its election and without limiting or
affecting any of its rights or remedies hereunder, may exercise any of the
rights and remedies to which the BENEFICIARY may be entitled hereunder--either
BENEFICIARY may deem fit without waiving any rights or remedies with respect to
any other security.
<PAGE>
 
19. Partial Invalidity of this Deed of Trust. In the event any one or more of
the provisions of this Deed of Trust, the Obligation, or any other document
evidencing the indebtedness and obligations secured hereby shall for any reason
be held to be invalid, illegal and/or unenforceable in any respect, such
invalidity, illegality and/or unenforceability shall not affect any other
provision of this Deed of Trust, the Obligation, or any such other document, and
such other provisions shall remain binding and enforceable and shall continue in
effect.

20. Application of California Law. This Deed of Trust has been executed and
delivered in the State of California and is to be construed, enforced and
governed according to and by the laws of California.

21. Miscellaneous Provisions.

    A.  This Deed of Trust applies to, inures to the benefit of and binds all
    parties hereto and their respective heirs, legatees, devisees,
    administrators, executors, successors and assigns. The term Beneficiary as
    used herein shall mean the owner and holder, including pledgees, of the
    Obligation or any other indebtedness secured hereby, whether or not named as
    the Beneficiary herein.

    B.  The headings and captions of the paragraphs of this Deed of Trust are
    for reference purposes only and shall not be construed or deemed to define
    or limit any of the terms and provisions contained thereunder. Whenever in
    this Deed of Trust the context so requires, the gender used includes the
    masculine feminine, and/or neuter and the number so used includes the
    singular and/or the plural.

    C.  Any Trustor who is married hereby expressly agrees that recourse may be
    had against such person's separate property, but without thereby creating
    any lien or charge thereon for any deficiency after sale of the Premises as
    herein provided.

    D.  The pleading of any statute of limitations as a defense to any and all
    indebtedness and/or obligations secured by this Deed of Trust is hereby
    waived to the fullest extent permissible by law.

    E.  In the event of the passage, after the date of this Deed of Trust, of
    any law deducting from the value of real property, for tax purposes, any
    lien or charge thereon, or changing in any way the laws now existing for the
    taxation of deeds of trust or indebtedness secured by deeds of trust for
    federal, state or local purposes, or changing the manner of collection of
    any such taxes as to affect this Deed of Trust or the indebtedness secured
    hereby, the TRUSTOR agrees to pay such tax arising from such new law; and if
    the TRUSTOR fails to do so or if it would be illegal for the TRUSTOR to do
    so, the BENEFICIARY may, a its election and without demand or notice,
    declare the entire indebtedness secured by this Deed of Trust (together with
    accrued interest thereon) immediately, due and payable.

    F.  The TRUSTEE accepts this Trust when this Deed of Trust, duly executed
    and acknowledged, is made a public record as provided by law. The TRUSTEE is
    not obligated to notify any party to this Deed of Trust of a pending sale
    under any other deed of trust or of any action or proceeding in which the
    TRUSTOR, the BENEFICIARY and/or the TRUSTEE is a party, unless brought by
    the TRUSTEE hereunder.

    G.  The TRUSTOR requests that a copy of any notice of default or any notice
    of sale thereunder be mailed to the TRUSTOR at the address first reference
    and set forth herein, or at such other address as the TRUSTOR may, from time
    to time, notify the TRUSTEE by certified United States mail. 

IN WITNESS WHEREOF, this Deed of Trust is executed as of the date first
hereinabove written,

                                    TRUSTOR:

                                    ATG INC.

                                    By:   __________________________________
                                          Doreen Chiu, President

                        ATTACH NOTARY ACKNOWLEDGEMENTS
<PAGE>
 
                         CERTIFICATE OF ACKNOWLEDGMENT


STATE OF CALIFORNIA            )

                               ) ss

COUNTY OF _____________________)

On __________________________, 19___ before me, _______________________________
personally appeared Doreen Chin, personally known to me (or proved to me on the
basis of satisfactory evidence) (0 be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature _____________________________________                           (Seal)
<PAGE>
 
                                  EXHIBIT "A"
                         DESCRIPTION OF REAL PROPERTY
                                 DEED OF TRUST


All that real property located in the County of Alameda, State of California,
legally described as follows:



Parcel 1, Parcel Map 4703, filed November 22, 1985, Map Book 157, Pages 57-58,
Alameda County Records.

Excepting therefrom:

Reserving to the Grantor and its successors and assigns all oil, gas, mineral,
geothermal, and hydrocarbon substances in and under or that may be produced
below a depth of 500 feet below the surface of said property without any right
of entry upon the surface of said land for the purposes of mining, drilling,
exploring or extracting such oil, gas, mineral, geothermal, or hydrocarbon
substances and without any right to the use of or rights in or to any portion of
the surface of said land to a depth of 500 feet below the surface thereof
reserved by King and Lyons, a California general partnership, recorded November
22, 1985, Series No, 85-251319.

A,P, No, 519-1693-021

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